ex4-1.htm


    Exhibit 4.1

    
 

    CERTIFICATE
OF AMENDMENT

    


    TO
THE

    


    RESTATED
CERTIFICATE OF INCORPORATION

    


    OF

    


    THE
STANLEY WORKS

     

    


    The
Stanley Works, a corporation organized and existing under the Connecticut
Business Corporation Act (the “CBCA”), does hereby
certify:

     

    1: The name of the corporation
is The Stanley Works (the “Corporation”).

     

    2: The Restated Certificate of
Incorporation is amended by the addition of the provisions set forth on Exhibit
A hereto, to immediately follow Section 3 and immediately precede Section 4 of
the Corporation’s Restated Certificate of Incorporation.

     

    3: The amendment was adopted
by resolution of the Board of Directors on December 10, 2009, which further
confirmed, adopted and approved the actions of the Board of Directors on January
31, 1996.

     

    4: The amendment was approved
by the Board of Directors.  No Shareholder approval was
required.

     

    


     

    [Signature
page follows]

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to
the Restated Certificate of Incorporation to be duly executed this 21st day of
December, 2009.

     

    
      	 
      	 
      	 
      
	 
      	
              THE
      STANLEY WORKS

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:  /s/ Kathryn P.
      Sherer                
      

            
	 
      	
              Name: 
      

            	
              Kathryn
      P. Sherer

            
	 
      	
              Title:

            	
              Assistant
      Secretary

            


    

    


     

     

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    Exhibit
A

    


    Text
of Amendment

    


     

    “Section
3A.  There shall be a series of Preferred Stock, without par value, of
said corporation having the voting powers, designation, preferences and
relative, participating, optional and other special rights and the
qualifications, limitations and restrictions of such rights, to the extent that
the foregoing are not set forth elsewhere in this Certificate of Incorporation,
as follows:

     

    (a)        Designation
and Amount.  The shares of such series shall be designated as “Series
A Junior Participating Preferred Stock” and the number of shares constituting
such series shall be 1,100,000.

     

    (b)        Dividends
and Distributions.

     

    (1)        Subject
to the prior and superior rights of the holders of any shares of any series of
Preferred Stock ranking prior and superior to the shares of Series A Junior
Participating Preferred Stock with respect to dividends, the holders of shares
of Series A Junior Participating Preferred Stock shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the last day
of February, May, August and November in each year (each such date being
referred to herein as a “Quarterly Dividend Payment Date”), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $20
or (b) subject to the provision for adjustment hereinafter set forth, 200 times
the aggregate per share amount of all cash dividends, and 200 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, $2.50 par value, of said corporation
(the “Common Stock”) since the immediately preceding Quarterly Dividend Payment
Date, or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A Junior
Participating Preferred Stock. In the event said corporation shall at any time
(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, (iii) combine the outstanding Common
Stock into a smaller number of shares, or (iv) issue any shares of its capital
stock in a reclassification of the outstanding Common Stock, then in each such
case the amount to which holders of shares of Series A Junior Participating
Preferred Stock were entitled immediately prior to such event under clause (a)
and clause (b) of the preceding sentence shall be adjusted by multiplying each
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (2)        The
corporation shall declare a dividend or distribution on the Series A Junior
Participating Preferred Stock as provided in paragraph (1) above immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $20 per share on the Series A
Junior Participating Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

     

    (3)        Dividends
shall begin to accrue and be cumulative on outstanding shares of Series A Junior
Participating Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Junior Participating
Preferred Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date after
the record date for the determination of holders of shares of Series A Junior
Participating Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Junior Participating Preferred Stock in an amount
less than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Junior Participating
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 30 days prior to the
date fixed for the payment thereof.

     

    (c)        Voting
Rights.  The holders of shares of Series A Junior Participating
Preferred Stock shall have the following voting rights:

     

    (1)        Subject
to the provision for adjustment hereinafter set forth, each share of Series A
Junior Participating Preferred Stock shall entitle the holder thereof to 200
votes on all matters submitted to a vote of the shareholders of said
corporation. In the event said corporation shall at any time (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, (iii) combine the outstanding Common Stock into a
smaller number of shares, or (iv) issue any shares of its capital stock in a
reclassification of the outstanding Common Stock, then in each such case the
number of votes per share to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    (2)        Except
as otherwise provided herein or by law, the holders of shares of Series A Junior
Participating Preferred Stock and the holders of shares of Common Stock shall
vote together as one class on all matters submitted to a vote of shareholders of
said corporation.

     

    (3)        (A)       If
at any time dividends on any Series A Junior Participating Preferred Stock shall
be in arrears in an amount equal to six (6) quarterly dividends thereon, the
occurrence of such contingency shall mark the beginning of a period (herein
called a “default period”) which shall extend until such time when all accrued
and unpaid dividends for all previous quarterly dividend periods and for the
current quarterly dividend period on all shares of Series A Junior Participating
Preferred Stock then outstanding shall have been declared and paid or set apart
for payment. During each default period, the holders of Series A Junior
Participating Preferred Stock shall have the right to elect two (2)
Directors.

     

    (B)       During
any default period, such voting right of the holders of Series A Junior
Participating Preferred Stock may be exercised initially at a special meeting
called pursuant to subparagraph (c)(3)(C) of this Section 3A or at any annual
meeting of shareholders, and thereafter at annual meetings of shareholders,
provided that such voting right shall not be exercised unless the holders of ten
percent (10%) in number of shares of Series A Junior Participating Preferred
Stock outstanding shall be present in person or by proxy. The absence of a
quorum of the holders of Common Stock shall not affect the exercise by the
holders of Series A Junior Participating Preferred Stock of such voting right.
At any meeting at which the holders of Series A Junior Participating Preferred
Stock shall exercise such voting right initially during an existing default
period, they shall have the right, to elect Directors to fill such vacancies, if
any, in the Board of Directors as may then exist up to two (2) Directors or, if
such right is exercised at an annual meeting, to elect two (2) Directors. If the
number which may be so elected at any special meeting does not amount to the
required number, the holders of the Series A Junior Participating Preferred
Stock shall have the right to make such increase in the number of Directors as
shall be necessary to permit the election by them of the required number. After
the holders of the Series A Junior Participating Preferred Stock shall have
exercised their right to elect Directors in any default period and during the
continuance of such period, the number of Directors shall not be increased or
decreased except by vote of the holders of Series A Junior Participating
Preferred Stock as herein provided or pursuant to the rights of any equity
securities ranking senior to or pari passu with the Series A Junior
Participating Preferred Stock.

     

    (C)       Unless
the holders of Series A Junior Participating Preferred Stock shall, during an
existing default period, have previously exercised their right to elect
Directors, the Board of Directors may order, or any person owning in the
aggregate not less than ten percent (10%) of the total number of shares of
Series A Junior Participating Preferred Stock outstanding (except as otherwise
required under the laws of the State of Connecticut) may request,
the

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    calling
of a special meeting of the holders of Series A Junior Participating Preferred
Stock, which meeting shall thereupon be called by the Chairman of the Board, the
President, a Vice President or the Secretary of said corporation. Notice of such
meeting and of any annual meeting at which holders of Series A Junior
Participating Preferred Stock are entitled to vote pursuant to this subparagraph
(c)(3)(C) shall be given to each holder of record of Series A Junior
Participating Preferred Stock by mailing a copy of such notice to him at his
last address as the same appears on the books of said
corporation.   Such meeting shall be called for a time not
earlier than 10 days and not later than 60 days after such order or request; or
in default of the calling of such meeting within 60 days after such order or
request, such meeting may be called on similar notice by any shareholder or
shareholders owning in the aggregate not less than ten percent (10%) of the
total number of shares of Series A Junior Participating Preferred Stock
outstanding (except as otherwise required under the laws of the State of
Connecticut). Notwithstanding the provisions of this subparagraph (c)(3)(C), no
such special meeting shall be called during the period within 60 days
immediately preceding the date fixed for the next annual meeting of the
shareholders.

     

    (D)       In
any default period the holders of Common Stock, and other classes of stock of
said corporation if applicable, shall continue to be entitled to elect the whole
number of Directors until the holders of Series A Junior Participating Preferred
Stock shall have exercised their right to elect two (2) Directors after the
exercise of which right (x) the Directors so elected by the holders of Series A
Junior Participating Preferred Stock shall continue in office until their
successors shall have been elected by such holders or until the expiration of
the default period, and (y) any vacancy in the Board of Directors may (except as
provided in sub-paragraph (c)(3)(C) of this Section 3A) be filled by vote of a
majority of the remaining Directors theretofore elected by the holders of the
class of stock which elected the Director whose office shall have become vacant.
References in this paragraph (3) to Directors elected by the holders of a
particular class of stock shall include Directors elected by such Directors to
fill vacancies as provided in clause (y) of the foregoing sentence.

     

    (E)       Immediately
upon the expiration of a default period, (x) the right of the holders of Series
A Junior Participating Preferred Stock to elect Directors shall cease, (y) the
term of any Directors elected by the holders of Series A Junior Participating
Preferred Stock shall terminate, and (z) the number of Directors shall be such
number as may be provided for elsewhere in this Certificate of Incorporation or
the By-laws of the corporation irrespective of any increase made pursuant to the
provisions of subparagraph (c)(3)(B) of this Section 3A (such number being
subject, however, to change thereafter in any manner provided by law or in this
Certificate of Incorporation or the By-laws of the corporation).  Any
vacancies in the Board of Directors effected by the provisions of clauses (y)
and (z) in the preceding sentence may be filled by a majority of the remaining
Directors.

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    (4)        Except
as set forth herein or as otherwise required under the laws of the State of
Connecticut, holders of Series A Junior Participating Preferred Stock shall have
no special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.

     

    (d)        Certain
Restrictions.

     

    (1)        Whenever
quarterly dividends or other dividends or distributions payable on the Series A
Junior Participating Preferred Stock as provided in paragraph (b) of this
Section 3A are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series A Junior
Participating Preferred Stock outstanding shall have been paid in full, said
corporation shall not:

     

    (A)       declare
or pay dividends on, make any other distributions on, or redeem or purchase or
otherwise acquire for consideration any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the Series A
Junior Participating Preferred Stock;

     

    (B)       declare
or pay dividends on or make any other distributions on any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Junior Participating Preferred Stock, except
dividends paid ratably on the Series A Junior Participating Preferred Stock and
all such parity stock on which dividends are payable or in arrears in proportion
to the total amounts to which the holders of all such shares are then
entitled;

     

    (C)       redeem
or purchase or otherwise acquire for consideration shares of any stock ranking
on a parity (either as to dividends or upon liquidation, dissolution or winding
up) with the Series A Junior Participating Preferred Stock, provided that said
corporation may at any time redeem, purchase or otherwise acquire shares of any
such parity stock in exchange for shares of any stock of said corporation
ranking junior (either as to dividends or upon dissolution, liquidation or
winding up) to the Series A Junior Participating Preferred Stock;
or

     

    (D)       purchase
or otherwise acquire for consideration any shares of Series A Junior
Participating Preferred Stock, or any shares of stock ranking on a parity with
the Series A Junior Participating Preferred Stock, except in accordance with a
purchase offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable treatment among the
respective series or classes.

     

    (2)        The
corporation shall not permit any subsidiary of said corporation to purchase or
otherwise acquire for consideration any shares of stock of said
corporation

     

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    unless
said corporation could, under paragraph (d)(1) of this Section 3A, purchase or
otherwise acquire such shares at such time and in such manner.

     

    (e)        Reacquired
Shares.  Any shares of Series A Junior Participating Preferred Stock
purchased or otherwise acquired by said corporation in any manner whatsoever
shall be retired promptly after the acquisition thereof.  All such
shares shall upon their retirement become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.

     

    (f)         Liquidation,
Dissolution or Winding Up.

     

    (1)        Upon
any voluntary liquidation, dissolution or winding up of said corporation, no
distribution shall be made (1) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Junior Participating Preferred Stock unless, prior thereto, the holders
of shares of Series A Junior Participating Preferred Stock shall have received
$200 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment (the
“Series A Liquidation Preference”).  Following the payment of the full
amount of the Series A Liquidation Preference, no additional distributions shall
be made to the holders of shares of Series A Junior Participating Preferred
Stock unless, prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the “Common Adjustment”) equal to the quotient
obtained by dividing (i) the Series A Liquidation Preference by (ii) 200 (as
appropriately adjusted as set forth in paragraph 3 below to reflect such events
as stock splits, stock dividends and recapitalizations with respect to the
Common Stock) (such number in clause (ii), the “Adjustment
Number”).  Following the payment of the full amount of the Series A
Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series A Junior Participating Preferred Stock and Common Stock,
respectively, holders of Series A Junior Participating Preferred Stock and
holders of shares of Common Stock shall receive their ratable and proportionate
share of the remaining assets to be distributed in the ratio of the Adjustment
Number to 1 with respect to such Series A Junior Participating Preferred Stock
and Common Stock, on a per share basis, respectively.

     

    (2)        In
the event, however, that there are not sufficient assets available to permit
payment in full of the Series A Liquidation Preference and the liquidation
preferences of all other series of Preferred Stock, if any, which rank on a
parity with the Series A Junior Participating Preferred Stock, then such
remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences. In the event,
however, that there are not sufficient assets available to permit payment in
full of the Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of Common Stock.

     

    (3)        In
the event said corporation shall at any time (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, (iii) combine the outstanding Common Stock into a smaller

     

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    number
of shares, or (iv) issue any shares of its capital stock in a reclassification
of the outstanding Common Stock, then in each such case the Adjustment Number in
effect immediately prior to such event shall be adjusted by multiplying such
Adjustment Number by a fraction the numerator of which is the number of shares
of Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

     

    (g)        Consolidation,
Merger, etc.  In case said corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the shares of Series A Junior
Participating Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 200 times the aggregate amount of stock,
securities; cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event said corporation shall at any time (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, (iii) combine the outstanding Common Stock into a smaller number
of shares, or (iv) issue any shares of its capital stock in a re-classification
of the outstanding Common Stock, then in each such case the amount set forth in
the preceding sentence with respect to the exchange or change of shares of
Series A Junior Participating Preferred Stock shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

     

    (h)        No
Redemption.  The shares of Series A Junior Participating Preferred
Stock shall not be redeemable.

     

    (i)         Ranking.  The
Series A Junior Participating Preferred Stock shall rank junior to all other
series of said corporation’s Preferred Stock as to the payment of dividends and
the distribution of assets, unless the terms of any such series shall provide
otherwise.

     

    (j)         Amendment.  This
Certificate of Incorporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Junior Participating Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority or more of the
outstanding shares of Series A Junior Participating Preferred
Stock.

     

    (k)        Fractional
Shares. Series A Junior Participating Preferred Stock may be issued in fractions
of a share (to the extent permitted under the laws of the State of Connecticut),
which fractions of a share shall entitle the holder, in proportion to such
holder’s fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Junior Participating Preferred Stock.”

     

     

    7